**Exhibit10.34**

 

**THIRDAMENDMENT**

**TO**

**CREDITAGREEMENT**

 

This THIRD AMENDMENT (this “***Third Amendment***”) to the CreditAgreement (as defined below), dated as of March 31, 2010 (the “***Third Amendment Effective Date***”) isentered into by and among NCO GROUP, INC. (the “***ParentBorrower***”), NCO FINANCIAL SYSTEMS, INC. (the “***Subsidiary Borrower***” and, togetherwith the Parent Borrower, collectively, the “***Borrower***”),certain Guarantors under the Credit Agreement (as defined below) (the “***Guarantors***”), CITIZENS BANK OFPENNSYLVANIA (“***Citizens***”), as AdministrativeAgent, Citizens Bank of Pennsylvania as sole Issuing Bank, the Required Lendersand the Swing Line Bank pursuant to the Credit Agreement.

 

The “***CreditAgreement***” is that certain Credit Agreement dated as of November 15,2006, among Collect Acquisition Corp., the Initial Subsidiary Borrower, CollectHoldings, Inc. (now known as NCO Group, Inc.), a Delawarecorporation, the Subsidiary Guarantors party thereto, the Lenders partythereto, the Issuing Banks, the Swing Line Bank, Morgan Stanley & Co.Incorporated (“***MS&Co***”), as collateralagent for the Secured Parties and Morgan Stanley Senior Funding, Inc. (“***MSSF***’) as administrative agent forthe Lender Parties, as amended pursuant to the First Amendment to CreditAgreement dated as of February 8, 2008 pursuant to which certainprovisions of the Credit Agreement were amended and pursuant to which Citizensreplaced MS&Co and MSSF as collateralagent and administrative agent, and as amended pursuant to the Second Amendmentto Credit Agreement dated as of March 25, 2009 pursuant to which certainprovisions of the Credit Agreement were amended (the “***Existing Credit Agreement***”), and such CreditAgreement as it maybe further amended, restated, supplemented or otherwise modified from time totime.  All capitalized terms nototherwise defined herein have the meanings set forth in the Credit Agreementafter giving effect to this Third Amendment (the “***As-AmendedCredit Agreement***”).

 

A.            The Borrower has requested that the Existing Credit Agreementbe amended to, among other things, modify certain covenants, and permit thesubsequent extension of the Termination Date of the Revolving Credit Facilityand of the Letter of Credit Facility and Swing Line Facility upon consent ofthe Issuing Bank and the Swing Line Bank, in each case on terms and subject toconditions more particularly set forth in this Third Amendment, for certainsubsequently consenting Lenders’ Revolving Credit Commitments.

 

B.            Any Lender that executes and delivers a signature page tothis Third Amendment shall be deemed to have agreed to this Third Amendment.

 

C.            The Required Lenders are willing to effect the amendmentsset forth herein on the terms and subject to the conditions of this ThirdAmendment.

 

Accordingly, in considerationof the mutual agreements herein contained and other good and valuableconsideration, the sufficiency and receipt of which are hereby acknowledged,the parties hereto agree as follows:

 

## SECTION 1.  Amendment of the CreditAgreement.  The CreditAgreement is hereby amended, effective as of the Third Amendment EffectiveDate, as follows:

##  

### 1.  Section 1.01of the Credit Agreement (Certain Defined Terms) is hereby amended byinserting the following definitions in alphabetical order:

 

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***“******Net Portfolio Collections***” means, for any applicable period, without duplication, (a) the cash andCash Equivalents received by Parent or its Subsidiaries pursuant to the paymentin satisfaction of receivables or obligations constituting Portfolio ManagementAssets during such period, or the sale, in part, of the Portfolio ManagementBusiness (however structured) during such period (a “***PortfolioSale***”), less (b) the sum of the following: (x) thesum of the following paid during such period: (i) collection or servicingfees in respect of Portfolio Management Assets, (ii) payments made forInvestments in or purchases of Portfolio Management Assets, (iii) paymentsof principal or interest on any Portfolio Management Financing and (iv) dividendsor other distributions by a Portfolio JV or Portfolio Management Subsidiary toany Person that is not Parent or any of its Subsidiaries, plus (y) thesum of the following amounts: (i) the reasonable and customaryout-of-pocket costs, fees, commissions, premiums and expenses incurred by theParent or its Subsidiaries in connection withsuch Portfolio Sale, and (ii) federal, state, provincial, foreignand local taxes reasonably estimated (on a Consolidated basis) to be actuallypayable within the current or the immediately succeeding tax year as a resultof any gain recognized in connection withsuch Portfolio Sale. For the avoidance of doubt, a sale of the whole PortfolioManagement Business (however structured) is not considered a Portfolio Sale.

 

***“******Net Portfolio Prepayments***” means, with respect to any Fiscal Year, the aggregate amount of all prepaymentsof the Term B Advances or Term B Facility made pursuant to Section 2.06(b)(vii) duringsuch Fiscal Year.

 

***“Third Amendment***” means thatcertain Third Amendment to Credit Agreement dated March 31, 2010 among theInitial Borrower, the Initial Subsidiary Borrower, the Guarantors, Citizens,and the Lenders party thereto.

 

“***ThirdAmendment Effective Date***” has the meaning specified in Section 2of the Third Amendment.

 

### 2.  Section 2.06(b)(i) (Prepayments.Mandatory) is hereby amended by deleting such subsection in its entiretyand replacing it with the following:

###  

(i) TheBorrower shall, (A) on the 90th day following the end of each Fiscal Year,beginning with the Fiscal Year ending in 2010, prepay an aggregate principalamount of the Advances comprising part of the same Borrowings in an amountequal to, (x) at any time when the Leverage Ratio (as at the end of suchFiscal Year) is greater than or equal to 3.50:1.00, 75% of Excess Cash Flow forsuch Fiscal Year *minus*(I) the aggregate principalamount of all optional prepayments of Term B Advances made during such period(excluding any amount funded through the utilization of the Available ExcessCash Flow or with proceeds from the issuance of Debt or Equity Interests) and (II) NetPortfolio Prepayments made during such Fiscal Year, and (y) at all othertimes, 50% of Excess Cash Flow for such Fiscal Year *minus*(I) theaggregate principal amount of all optional prepayments of Term B Advances madeduring such period (excluding any amount funded through the utilization of theAvailable Excess Cash Flow or with proceeds from the issuance of Debt or EquityInterests) and (II) Net Portfolio Prepayments made during such FiscalYear, and (B) on the date of making any Restricted Payment pursuant to Section 5.02(g)(ii),prepay an aggregate principal amount of the Advances comprising part of thesame Borrowings in an amount equal to the amount of such Restricted Payment.Each such prepayment shall be *applied first*tothe principal

 

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installments of the Term BFacility scheduled for amortization and interest thereon on a pro rata basisand *second*to the RevolvingCredit Facility as set forth in clause (v) below.

 

### 3.  Section 2.06(b) (Prepayments.Mandatory) is hereby amended by the addition of a new clause (vii) thereof, stating in its entirety as follows:

###  

(vii) TheBorrower shall, beginning with the secondfiscal quarter of Fiscal Year 2010, within the 45th day following the end of each of the first, secondand third fiscal quarters of a Fiscal Year, prepay an aggregate principalamount of the Term B Advances in an amount equal to 75% of the Net PortfolioCollections for such fiscal quarter; provided that, notwithstandinganything to the contrary herein, except to the extent that the Borrower otherwisenotifies the Administrative Agent in writing prior to or concurrently with the makingof the applicable payment, any payments on the Term B Facility made during anyfiscal quarter (or during the 45 day period immediately following such fiscalquarter) shall be deemed to be a payment (or prepayment) made pursuant to this Section 2.06(b)(vii) withrespect to such fiscal quarter until the aggregate amount required to have beenprepaid with respect to such fiscal quarter pursuant to this Section 2.06(b)(vii) hasbeen paid, whereupon any amounts prepaid in excess of such amounts shall bedeemed to be a payment (or prepayment) made pursuant to this Section 2.06(b)(vii) withrespect to the immediately succeeding fiscal quarter (or, if such requiredprepayment under this Section 2.06(b)(vii) for such immediatelysucceeding fiscal quarter has been made, then such payments shall be applied tosuch prepayment obligations in respect of the successive fiscal quarters withinthe same Fiscal Year); provided, further, that to the extent theaggregate amounts so prepaid during any Fiscal Year exceeds the amount requiredto be prepaid with respect to the first three quarters of such Fiscal Year pursuantto this Section 2.06(b)(vii), such excess amount shall be subtracted fromthe amount that the Borrower otherwise would have been required to prepaypursuant to Section 2.06(b)(i) with respect to such Fiscal Year.  Each such prepayment shall beapplied to the principalinstallments of the Term B Facility scheduled for amortization and interestthereon on a pro rata basis.  Notwithstanding anything to the contraryherein, for the avoidance of doubt, Section 2.06(b)(ii) shall notapply with respect to any Portfolio Sales, and any mandatory prepaymentobligations relating to Portfolio Sales shall arise solely under this Section 2.06(b)(vii).For the avoidance of doubt, Section 2.06(b)(ii) shall apply withrespect to the sale, in whole, of the Portfolio Management Business (howeverstructured) and any mandatory prepayment obligations relating to such saleshall arise solely under Section 2.06(b)(ii).

 

### 4.  Section 5.02(f)(xv)(Investments in Other Persons) is hereby amended by deleting suchsubsection in its entirety and replacing it with the following:

###  

(xv)       (A) Investments in and purchases of Portfolio ManagementAssets made or held by Portfolio JVs or Portfolio Management Subsidiaries tothe extent that such Investments or purchases are funded by Persons that arenot Affiliates of the Loan Parties and are either joint venturers or investorsin or lenders to, such Portfolio JVs or Portfolio Management Subsidiaries; (B) Investments in and purchases ofPortfolio Management Assets in an aggregate amount not to exceed, in the caseof this clause (B), (x) $20 million of such Investments made in FiscalYear 2010, and (y) $10 million of such Investments made in each FiscalYear thereafter; and/or (C) Investments in and purchases of PortfolioManagement Assets that are held by Parent or any of its Subsidiaries on theThird Amendment Effective Date to the extent permitted to be made under this Agreement as ineffect when such investment or purchase was made; *provided* that,

 

3

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notwithstanding any other provision of this Agreementor any other Loan Document, the Parent will not at any time after the ThirdAmendment Effective Date, make or hold, or permit any of its Subsidiaries tomake or hold, any Investments in and purchases of Portfolio Management Assetsother than as expressly permitted by this subsection 5.02(f)(xv); and

 

### 5.  Section 5.02(j) (Prepayments,Etc., of Debt) is hereby amended by deleting part (D) of clause (i) thereof,and replacing such part (D) with the following:

###  

### (D) solong as no Default or Event of Default has occurred and is continuing, anyprepayment, repurchase or redemption of the Senior Notes, the SeniorSubordinated Notes or Refinanced Notes (including, without limitation, pursuantto open market purchases or secondary market purchases at a discount) (1) withthe proceeds of Refinanced Notes or (2) with Net Cash Proceeds of EquityInterests (excluding Disqualified Stock) issued by the Borrower, provided thatsuch prepayment, repurchase or redemption occurs within twelve (12) monthsfollowing the date that such Net Cash Proceeds of such Equity Interests arereceived.

###  

### 6.  Section 5.03(n) (ReportingCovenants) is hereby amended bydeleting such subsection in its entirety and replacing it with the following:

###  

### (n)           Reporting on Investments inPortfolio Management Assets.

###  

### Togetherwith the schedules and Chief Financial Officer certificates delivered pursuantto Section 5.03(b) (Annual Financials) for each Fiscal Year ending onor after December 31, 2010, computations and reporting, in form andsubstance reasonably acceptable to the Administrative Agent, regarding thepurchases of Portfolio Management Assets made in such Fiscal Year pursuant to Section 5.02(f)(xv)(B).

###  

### 7.  Section 5.04(a) (LeverageRatio) is hereby amended by deleting from the table in such Section allrows with respect to any Measurement Period ending on any date during 2010 orthereafter and replacing such rows with the following:

###  

| **Measurement  Period Ending** | ** ** | **Ratio** |
|--------------------------------|------------|-----------|
|                           |       |      |
| March 31,  2010           |       | 5.75:1    |
|                           |       |      |
| June 30,  2010            |       | 5.75:1    |
|                           |       |      |
| September 30,  2010       |       | 5.75:1    |
|                           |       |      |
| December 31,  2010        |       | 5.75:1    |
|                           |       |      |
| March 31,  2011           |       | 5.65:1    |
|                           |       |      |
| June 30,  2011            |       | 5.50:1    |
|                           |       |      |
| September 30,  2011       |       | 5.25:1    |
|                           |       |      |
| December 31,  2011        |       | 5.25:1    |

 

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| March 31,  2012               |   | 5.00:1 |
|------------------------------------|--------|--------|
|                               |   |   |
| June 30,  2012                |   | 4.75:1 |
|                               |   |   |
| September 30,  2012           |   | 4.50:1 |
|                               |   |   |
| December 31,  2012            |   | 4.50:1 |
|                               |   |   |
| March 31, 2013 and thereafter |   | 4.00:1 |

 

### 8.  Section 5.04(b) (InterestCoverage Ratio) is hereby amended by deleting from the table in such Section allrows for Measurement Periods ending on any date during 2010 or thereafter, andreplacing them with the following:

 
| **Measurement Period:**                                                           | ** ** | **Ratio** |
|-----------------------------------------------------------------------------------|------------|-----------|
| All  Measurement Periods ending during 2010                                       |       | 1.80:1    |
|                                                                              |       |      |
| Measurement  Periods ending on March 31, 2011 and June 30, 2011         |       | 1.85:1    |
|                                                                              |       |      |
| Measurement  Periods ending on September 30, 2011 and December 31, 2011 |       | 1.90:1    |
|                                                                              |       |      |
| Measurement  Periods ending on March 31, 2012 and June 30, 2012         |       | 1.95:1    |
|                                                                              |       |      |
| Measurement  Periods ending on September 30, 2012 and December 31, 2012 |       | 2.00:1    |
|                                                                              |       |      |
| All  Measurement Periods ending during 2013 and thereafter                        |       | 2.10:1    |

###  

### 9.  The RequiredLenders hereby authorize the Administrative Agent at any time after the ThirdAmendment Effective Date but prior to the Termination Date of the Term BFacility to enter into an amendment of the Credit Agreement that (i) seeksto extend the Termination Date of all or a part of the Revolving CreditCommitments of one or more Lenders under the Revolving Credit Facility up tothe Termination Date of the Term B Facility (May 15, 2013) with theconsent of each Lender holding Revolving Credit Commitments that agrees toextend (provided at least a majority in aggregate of the Revolving CreditCommitments in effect as of the Third Amendment Effective Date are so similarlyextended), or with respect to any such Lender that does not so consent, areplacement Lender that shall agree to assume and extend all or a portion ofsuch non-consenting Lender’s Revolving Credit Commitments from and after the existingTermination Date (but, in each case, without the consent of any other Lenders),(ii) to the extent such Revolving Credit Commitments are so extended,seeks to similarly extend in whole or in part the Swing Line Commitments and/orthe Letter of Credit Commitments under the Swing line Facility and/or Letter ofCredit Facility, as applicable, up to the Termination Date of the Term BFacility (May 15, 2013) with the consent of Swing Line Bank and/or theIssuing Bank as applicable, and (iii) effects such other amendments to theCredit Agreement and the other Loan Documents as may be necessary orappropriate, in the opinion of the Administrative Agent, to effect suchextensions (including 

 

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### without limitation,modifying the Applicable Margin applicable to the Revolving Credit Commitmentsbeing extended, decreasing the aggregate amount of the Revolving CreditCommitments in connection with such extension and allocating repayments asbetween consenting and non-consenting Revolving Credit Lenders on the existingTermination Date to give effect to the extension). The Borrowers may pay anextension fee to, and as agreed with, such consenting Revolving Credit Lenders,the Swing Line Bank, the Issuing Bank and the Administrative Agent with respectto such extension without having any obligation to make any additional paymentswith respect to such extension to non-consenting Revolving Credit Lenders orTerm B Lenders, which fees, notwithstanding that such fees are payments withrespect to a Commitment, shall not constitute an Obligation for purposes of theCredit Agreement. Other than as describedabove, the terms applicable to each of the extended Revolving Credit Facility,Swing Line Facility and Letter of Credit Facility shall be identical to theterms of the applicable Facility in effect as of the Third Amendment EffectiveDate. ****Nothing herein shall beconstrued to imply that the Revolving Credit Advances of any Revolving CreditLender will be paid in full later than the then-current Termination Date of theRevolving Credit Facility without the consent of such Revolving Credit Lender.****

###  

## SECTION 2.  Conditions to Effectiveness.  The effectiveness of this Third Amendmentshall be the date on which all of the following conditions precedent have beensatisfied or have been waived or deferred by Citizens as Administrative Agent(except that item (1) below may not be waived or deferred) (the ***“Third Amendment******Effective Date***”):

##  

### 1.  Citizens shall have received this ThirdAmendment, executed and delivered by a duly authorized officer of each of theLoan Parties and shall have received written consents to this Third Amendmentexecuted by the Required Lenders, the Issuing Bank and the Swing Line Bank.

###  

### 2.  The Administrative Agent shall have received (i) onbehalf of each Lender who has executed this Third Amendment, a nonrefundableamendment fee equal to 0.375% of the sum of such Lender’s Revolving CreditCommitment (whether used or unused) and outstanding Term B Advances as of theThird Amendment Effective Date, which fee shall be fully earned and payable onthe Third Amendment Effective Date, and (ii) all fees due and fully earnedand payable to the Administrative Agent on or prior to the Third AmendmentEffective Date, including, to the extent invoiced on or before the ThirdAmendment Effective Date, reimbursement or other payment of all out-of-pocketexpenses required to be reimbursed or paid by the Borrower hereunder or underany other Loan Documents (including the reasonable fees, charges anddisbursements of Latham & Watkins LLP, counsel to the AdministrativeAgent, incurred in connection with this Third Amendment).

###  

### 3.  Immediately after giving effect to this ThirdAmendment, no Default or Event of Default shall have occurred and becontinuing.

###  

## SECTION 3.  Representations andWarranties.  To inducethe other parties hereto to enter into this Third Amendment, each of the LoanParties represents and warrants to each of the Lenders and the AdministrativeAgent that, as of the Third Amendment Effective Date:

##  

### 1.  This Third Amendment has been dulyauthorized, executed and delivered by the Loan Parties and this Third Amendmentconstitutes each of the Loan Parties’ legal, valid and binding obligation,enforceable against it in accordance with its terms except as suchenforceability may be limited by bankruptcy, insolvency, reorganization,moratorium or other similar laws 

 

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### affecting creditors’ rightsgenerally and by general principles of equity (regardless of whether suchenforceability is considered in a proceeding at law or in equity).

###  

### 2.  The representations and warranties of theLoan Parties set forth in each Loan Document are, after giving effect to thisThird Amendment, true and correct in all material respects on and as of theThird Amendment Effective Date, or, with respect to representations andwarranties that are specifically made as of an earlier date, as of such date.

###  

### 3.  No Default or Event of Default has occurredand is continuing or will be caused by the Third Amendment.

###  

## SECTION 4.  Effect of Amendment.  Except as expressly set forth herein, thisThird Amendment shall not by implication or otherwise limit, impair, constitutea waiver of or otherwise affect the rights and remedies of the Lenders, theAdministrative Agent or the Collateral Agent under the Credit Agreement or anyother Loan Document, and shall not alter, modify, amend or in any way affectany of the terms, conditions, obligations, covenants or agreements contained inthe Credit Agreement or any other provision of the Credit Agreement or of anyother Loan Document, all of which are ratified and affirmed in all respects andshall continue in full force and effect (in each case as amended hereby).  Except to the extent expressly provided inparagraph 9 of Section 1 hereof, nothing herein shall be deemed to entitlethe Borrower to a further consent to, or a further waiver, amendment,modification or other change of, any of the terms, conditions, obligations, covenantsor agreements contained in the Credit Agreement or any other Loan Document insimilar or different circumstances.

##  

## Upon and after the ThirdAmendment Effective Date, each reference in the Credit Agreement to “thisAgreement”, “hereunder”, “hereof” or words of like import referring to theCredit Agreement, and each reference in the other Loan Documents to “the CreditAgreement”, “thereunder”, “thereof” or words of like import referring to theCredit Agreement, shall mean and be a reference to the Credit Agreement asamended hereby.  This Third Amendment isa “Loan Document.”

##  

## Without limiting thegenerality of the foregoing, the Collateral Documents and all of the Collateraldescribed therein do and shall continue to secure the payment and performanceof all Obligations under and as defined therein.

##  

## SECTION 5.  Fees, Costs and Expenses.  The Borrower agrees to pay to theAdministrative Agent such fees, and to reimburse the Administrative Agent forits reasonable out of pocket expenses in connection with this Third Amendment,including the reasonable fees, charges and disbursements of outside counsel toAdministrative Agent in connection with this Third Amendment, as has beenpreviously agreed between the Borrower and the Administrative Agent.

##  

## SECTION 6.  Counterparts.  This Third Amendment may be executed in anynumber of counterparts and by different parties hereto in separatecounterparts, each of which when so executed and delivered shall be deemed anoriginal, but all such counterparts together shall constitute but one and thesame instrument.  Delivery of anyexecuted counterpart of a signature page of this Third Amendment byfacsimile transmission or electronic transmission shall be as effective asdelivery of a manually executed counterpart hereof.

##  

## SECTION 7.  Acknowledgement and Consent.  Each Guarantor and the Borrower are referredto herein as a **“*CreditSupport Party*”** and collectively as the **“*Credit Support Parties*”**, and the LoanDocuments to which they are a party are collectively referred to herein as the **“*Credit Support Documents*”**.

 

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Each Credit Support Partyhereby acknowledges that it has reviewed the terms and provisions of theExisting Credit Agreement and this Third Amendment and consents to theamendment of the Existing Credit Agreement effected pursuant to this ThirdAmendment.  Each Credit Support Partyhereby confirms that each Credit Support Document to which it is a party or isotherwise bound and all Collateral encumbered thereby will continue toguarantee or secure, as the case may be, to the fullest extent possible inaccordance with the Credit Support Documents the payment and performance of all“Obligations” under each of the Credit Support Documents to which is a party(in each case as such terms are defined in the applicable Credit SupportDocument).

 

Each Credit Support Partyacknowledges and agrees that any of the Credit Support Documents to which it isa party or otherwise bound shall continue in full force and effect and that allof its obligations thereunder shall be valid and enforceable and shall not beimpaired or limited by the execution or effectiveness of this Third Amendment.

 

Each Credit Support Partyacknowledges and agrees that (i) notwithstanding the conditions toeffectiveness set forth in this Third Amendment, the terms of the ExistingCredit Agreement and other Credit Support Documents do not require the consentof any Credit Support Party (other than the Borrower) for the effectiveness ofthe amendments to the Credit Agreement effected pursuant to this ThirdAmendment and (ii) nothing in the Existing Credit Agreement, this ThirdAmendment or any other Credit Support Document shall be deemed to require theconsent of such Credit Support Party to any future amendments to the As-AmendedCredit Agreement.

 

## SECTION 8.  Applicable Law.  THIS THIRD AMENDMENT SHALL BE GOVERNED BY,AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

##  

## SECTION 9.  Headings.  The headings of this Third Amendment are forpurposes of reference only and shall not limit or otherwise affect the meaninghereof.

##  

## SECTION 10.  Release.     Inconsideration of, among other things, the Administrative Agent’s and theLenders’ execution and delivery of this Third Amendment, the Borrower and eachof the Guarantors, on behalf of itself and its agents, representatives,officers, directors, advisors, employees, subsidiaries, successors and assigns(collectively, “Releasors”), hereby forever agrees and covenants not tosue or prosecute against any Releasee (as hereinafter defined) in respect of, and hereby forever waives, releases and discharges, to thefullest extent permitted by law, each Releasee (as hereinafter defined) fromany and all claims (including, without limitation, crossclaims, counterclaims,rights of set-off and recoupment), actions, causes of action, suits, debts,damages and consequential damages,  orclaims whatsoever (collectively, the “Claims”), that such Releasor hasas of the date hereof, of whatsoever nature and kind, whether known or unknown,whether arising at law or in equity, against any or all of the Lender Parties,the Administrative Agent and/or the Collateral Agent in any capacity and theirrespective affiliates, subsidiaries, shareholders and “controlling persons”(within the meaning of the federal securities laws), and their respectivesuccessors and assigns and each and all of the officers, directors, employees,agents, attorneys and other representatives of each of the foregoing(collectively, the “Releasees”), based in whole or in part on facts,whether or not now known, existing on or before the date hereof, that relateto, arise out of or otherwise are in connection with any or all of the LoanDocuments or transactions contemplated thereby or any actions or omissions inconnection therewith.  In entering intothis Third Amendment, the Borrower and each Guarantor consulted with, and hasbeen represented by, legal counsel and expressly disclaims any reliance on anyrepresentations, acts or omissions by any of the Releasees and hereby agreesand acknowledges that the validity and effectiveness of the releases set forthabove do not depend in any way on any such representations, acts and/oromissions or the accuracy, completeness or validity hereof.  The provisions of this Section shallsurvive the termination of this Third Amendment, the Credit Agreement, theother Loan Documents and payment in full of the Obligations.

 

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INWITNESS WHEREOF, the parties hereto have caused this Third Amendment to be dulyexecuted by their respective officers as of the day and year first abovewritten.

 
|   |   | **Borrower:**                |
|--------|--------|------------------------------|
|   |   |                         |
|   |   |                         |
|   |   | NCO  GROUP, INC.             |
|   |   |                         |   |
|   |   |                         |   |
|   |   | By:                          | /s/  John R. Schwab |
|   |   | Name:                        | John  R. Schwab |
|   |   | Title:                       | Executive  Vice President, Finance, |
|   |   |                         | Chief  Financial Officer, Treasurer and |
|   |   |                         | Assistant  Secretary |
|   |   |                         |   |
|   |   |                         |   |
|   |   | NCO  FINANCIAL SYSTEMS, INC. |
|   |   |                         |   |
|   |   |                         |   |
|   |   | By:                          | /s/  John R. Schwab |
|   |   | Name:                        | John  R. Schwab |
|   |   | Title:                       | Chief  Financial Officer, Executive |
|   |   |                         | Vice  President, Treasurer and |
|   |   |                         | Assistant  Secretary |

 

[Signature Page to Third Amendment]

 

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|   |   | **Subsidiary  Guarantors:**                              |
|--------|--------|----------------------------------------------------------|
|   |   | ** **                                               |
|   |   | NCO ACI  Holdings, Inc.                             |
|   |   | (f/k/a  AssetCare, Inc.)                            |
|   |   |                                                     |
|   |   | By:                                                      | /s/  John R. Schwab |
|   |   | Name:                                                    | John  R. Schwab |
|   |   | Title:                                                   | Chief  Financial Officer, Executive |
|   |   |                                                     | Vice  President, Treasurer and |
|   |   |                                                     | Assistant  Secretary |
|   |   |                                                     |   |
|   |   | NCO Customer  Management, Inc.                      |
|   |   | (f/k/a RMH  Teleservices, Inc.)                     |
|   |   |                                                     |   |
|   |   | By:                                                      | /s/  John R. Schwab |
|   |   | Name:                                                    | John  R. Schwab |
|   |   | Title:                                                   | Chief  Financial Officer and Treasurer |
|   |   |                                                     |   |
|   |   |                                                     |   |
|   |   | NCO Funding, Inc.                                   |
|   |   |                                                     |   |
|   |   | By:                                                      | /s/  Gail Ball |
|   |   | Name:                                                    | Gail  Ball |
|   |   | Title:                                                   | Vice  President and Treasurer |
|   |   |                                                     |   |
|   |   |                                                     |   |
|   |   | NCO Group  International, Inc.                      |
|   |   |                                                     |   |
|   |   | By:                                                      | /s/  Gail Ball |
|   |   | Name:                                                    | Gail  Ball |
|   |   | Title:                                                   | Vice  President and Treasurer |
|   |   |                                                     |   |
|   |   |                                                     |   |
|   |   | NCO Holdings, Inc.                                  |
|   |   | (f/k/a Management  Adjustment Bureau Funding, Inc.) |
|   |   |                                                     |   |
|   |   | By:                                                      | /s/  Gail Ball |
|   |   | Name:                                                    | Gail  Ball |
|   |   | Title:                                                   | Vice  President and Treasurer |
|   |   |                                                     |   |
|   |   | NCO Portfolio  Management, Inc.                     |
|   |   | (f/k/a NCPM Acquisition  Corporation)                    |
|   |   |                                                     |   |
|   |   | By:                                                      | /s/  Gail Ball |
|   |   | Name:                                                    | Gail  Ball |
|   |   | Title:                                                   | Vice  President and Treasurer |

 

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|   |   | NCO Support Services, LLC   |
|--------|--------|-----------------------------|
|   |   |                        |
|   |   | By:                         | /s/  John R. Schwab |
|   |   | Name:                       | John  R. Schwab |
|   |   | Title:                      | Chief  Financial Officer, Treasurer and |
|   |   |                        | Assistant  Secretary |
|   |   |                        |   |
|   |   |                        |   |
|   |   | NCO Teleservices, Inc. |
|   |   |                        |
|   |   | By:                         | /s/  John R. Schwab |
|   |   | Name:                       | John  R. Schwab |
|   |   | Title:                      | Chief  Financial Officer, Executive |
|   |   |                        | Vice  President, Treasurer and |
|   |   |                        | Assistant  Secretary |
|   |   |                        |   |
|   |   |                        |   |
|   |   | NCOP I, LLC                 |
|   |   |                        |
|   |   | By:                         | /s/  Joshua Gindin |
|   |   | Name:                       | Joshua  Gindin |
|   |   | Title:                      | Secretary |
|   |   |                        |   |
|   |   |                        |   |
|   |   | NCOP II, LLC                |
|   |   |                        |   |
|   |   | By:                         | /s/  Joshua Gindin |
|   |   | Name:                       | Joshua  Gindin |
|   |   | Title:                      | Secretary |
|   |   |                        |   |
|   |   |                        |   |
|   |   | NCOP III, LLC               |
|   |   |                        |
|   |   | By:                         | /s/  Joshua Gindin |
|   |   | Name:                       | Joshua  Gindin |
|   |   | Title:                      | Secretary |
|   |   |                        |   |
|   |   |                        |   |
|   |   | NCOP IV, LLC                |
|   |   |                        |
|   |   | By:                         | /s/  Joshua Gindin |
|   |   | Name:                       | Joshua  Gindin |
|   |   | Title:                      | Secretary |
|   |   |                        |   |
|   |   |                        |   |
|   |   | NCOP V, LLC                 |
|   |   |                        |   |
|   |   | By:                         | /s/  Joshua Gindin |
|   |   | Name:                       | Joshua  Gindin |
|   |   | Title:                      | Secretary |

 

----

 
|   |   | NCOP VI, LLC                     |
|--------|--------|----------------------------------|
|   |   |                             |
|   |   | By:                              | /s/  Joshua Gindin |
|   |   | Name:                            | Joshua  Gindin |
|   |   | Title:                           | Secretary |
|   |   |                             |   |
|   |   |                             |   |
|   |   | NCOP VII, LLC                    |
|   |   |                             |   |
|   |   | By:                              | /s/  Joshua Gindin |
|   |   | Name:                            | Joshua  Gindin |
|   |   | Title:                           | Secretary |
|   |   |                             |   |
|   |   |                             |   |
|   |   | NCOP VIII, LLC                   |
|   |   |                             |   |
|   |   | By:                              | /s/  Joshua Gindin |
|   |   | Name:                            | Joshua  Gindin |
|   |   | Title:                           | Secretary |
|   |   |                             |   |
|   |   |                             |   |
|   |   | NCOP IX, LLC                     |
|   |   |                             |   |
|   |   | By:                              | /s/  Joshua Gindin |
|   |   | Name:                            | Joshua  Gindin |
|   |   | Title:                           | Secretary |
|   |   |                             |   |
|   |   |                             |   |
|   |   | NCOP Capital Resource, LLC       |
|   |   |                             |   |
|   |   | By:                              | /s/  John R. Schwab |
|   |   | Name:                            | John  R. Schwab |
|   |   | Title:                           | Chief  Financial Officer, Executive |
|   |   |                             | Vice  President, Treasurer and |
|   |   |                             | Assistant  Secretary |
|   |   |                             |   |
|   |   |                             |   |
|   |   | NCOP Financing, Inc.        |
|   |   |                             |   |
|   |   | By:                              | /s/  Gail Ball |
|   |   | Name:                            | Gail  Ball |
|   |   | Title:                           | Vice  President and Treasurer |
|   |   |                             |   |
|   |   |                             |   |
|   |   | NCOP Nevada  Holdings, Inc. |
|   |   |                             |   |
|   |   | By:                              | /s/  Joshua Gindin |
|   |   | Name:                            | Joshua  Gindin |
|   |   | Title:                           | Secretary |

 

----

 
|   |   | NCOP Services, Inc.                    |
|--------|--------|---------------------------------------------|
|   |   |                                        |   |
|   |   | By:                                         | /s/  Joshua Gindin |
|   |   | Name:                                       | Joshua  Gindin |
|   |   | Title:                                      | Secretary |
|   |   |                                        |   |
|   |   |                                        |   |
|   |   | NCOP/Marlin, Inc.                      |
|   |   |                                        |   |
|   |   | By:                                         | /s/  Joshua Gindin |
|   |   | Name:                                       | Joshua  Gindin |
|   |   | Title:                                      | Secretary |
|   |   |                                        |   |
|   |   |                                        |   |
|   |   | RMH Teleservices Asia  Pacific, Inc.   |
|   |   |                                        |   |
|   |   | By:                                         | /s/  John R. Schwab |
|   |   | Name:                                       | John  R. Schwab |
|   |   | Title:                                      | Chief  Financial Officer, Treasurer and |
|   |   |                                        | Assistant  Secretary |
|   |   |                                        |   |
|   |   |                                        |   |
|   |   | Asset Recovery &  Management Corp. |
|   |   |                                        |   |
|   |   | By:                                         | /s/  John R. Schwab |
|   |   | Name:                                       | John  R. Schwab |
|   |   | Title:                                      | Chief  Financial Officer, Treasurer and |
|   |   |                                        | Assistant  Secretary |
|   |   |                                        |   |
|   |   | Coast  to Coast Consulting, LLC             |
|   |   |                                        |   |
|   |   | By:                                         | /s/  John R. Schwab |
|   |   | Name:                                       | John  R. Schwab |
|   |   | Title:                                      | Chief  Financial Officer, Treasurer and |
|   |   |                                        | Assistant  Secretary |
|   |   |                                        |   |
|   |   |                                        |   |
|   |   | Credit Receivables  Corporation I           |
|   |   |                                        |   |
|   |   | By:                                         | /s/  John R. Schwab |
|   |   | Name:                                       | John  R. Schwab |
|   |   | Title:                                      | Chief  Financial Officer, Treasurer and |
|   |   |                                        | Assistant  Secretary |
|   |   |                                        |   |
|   |   |                                        |   |
|   |   | Greystone Business Group,  LLC              |
|   |   |                                        |   |
|   |   | By:                                         | /s/  John R. Schwab |
|   |   | Name:                                       | John  R. Schwab |
|   |   | Title:                                      | Chief  Financial Officer, Treasurer and |
|   |   |                                        | Assistant  Secretary |

 

----

 
|   |   | Gulf  State Credit, L.L.C.                        |
|--------|--------|---------------------------------------------------|
|   |   |                                              |   |
|   |   | By:                                               | /s/  John R. Schwab |
|   |   | Name:                                             | John  R. Schwab |
|   |   | Title:                                            | Chief  Financial Officer, Treasurer and |
|   |   |                                              | Assistant  Secretary |
|   |   |                                              |   |
|   |   |                                              |   |
|   |   | Jennifer Loomis &  Associates, Inc. |
|   |   |                                              |   |
|   |   | By:                                               | /s/  John R. Schwab |
|   |   | Name:                                             | John  R. Schwab |
|   |   | Title:                                            | Chief  Financial Officer, Treasurer and |
|   |   |                                              | Assistant  Secretary |
|   |   |                                              |   |
|   |   |                                              |   |
|   |   | Old OSI LLC                                       |
|   |   |                                              |   |
|   |   | By:                                               | /s/  John R. Schwab |
|   |   | Name:                                             | John  R. Schwab |
|   |   | Title:                                            | Chief  Financial Officer, Treasurer and |
|   |   |                                              | Assistant  Secretary |
|   |   |                                              |   |
|   |   |                                              |   |
|   |   | OSI Collection Services, Inc.                |
|   |   |                                              |   |
|   |   | By:                                               | /s/  John R. Schwab |
|   |   | Name:                                             | John  R. Schwab |
|   |   | Title:                                            | Chief  Financial Officer, Treasurer and |
|   |   |                                              | Assistant  Secretary |
|   |   |                                              |   |
|   |   |                                              |   |
|   |   | OSI Education  Services, Inc.                |
|   |   |                                              |   |
|   |   | By:                                               | /s/  John R. Schwab |
|   |   | Name:                                             | John  R. Schwab |
|   |   | Title:                                            | Chief  Financial Officer, Treasurer and |
|   |   |                                              | Assistant  Secretary |
|   |   |                                              |   |
|   |   |                                              |   |
|   |   | OSI  Outsourcing Services, Inc.              |
|   |   |                                              |   |
|   |   | By:                                               | /s/  John R. Schwab |
|   |   | Name:                                             | John  R. Schwab |
|   |   | Title:                                            | Chief  Financial Officer, Treasurer and |
|   |   |                                              | Assistant  Secretary |

 

----

 
|   |   | OSI  Outsourcing Services International, Inc. |
|--------|--------|----------------------------------------------------|
|   |   |                                               |   |
|   |   | By:                                                | /s/  John R. Schwab |
|   |   | Name:                                              | John  R. Schwab |
|   |   | Title:                                             | Chief  Financial Officer, Treasurer and |
|   |   |                                               | Assistant  Secretary |
|   |   |                                               |   |
|   |   |                                               |   |
|   |   | OSI  Portfolio Services, Inc.                 |
|   |   |                                               |   |
|   |   | By:                                                | /s/  John R. Schwab |
|   |   | Name:                                              | John  R. Schwab |
|   |   | Title:                                             | Chief  Financial Officer, Treasurer and |
|   |   |                                               | Assistant  Secretary |
|   |   |                                               |   |
|   |   |                                               |   |
|   |   | OSI  Recovery Solutions, Inc.                 |
|   |   |                                               |   |
|   |   | By:                                                | /s/  John R. Schwab |
|   |   | Name:                                              | John  R. Schwab |
|   |   | Title:                                             | Chief  Financial Officer, Treasurer and |
|   |   |                                               | Assistant  Secretary |
|   |   |                                               |   |
|   |   |                                               |   |
|   |   | OSI  SPE LLC                                       |
|   |   |                                               |   |
|   |   | By:                                                | /s/  John R. Schwab |
|   |   | Name:                                              | John  R. Schwab |
|   |   | Title:                                             | Chief  Financial Officer, Treasurer and |
|   |   |                                               | Assistant  Secretary |
|   |   |                                               |   |
|   |   |                                               |   |
|   |   | OSI  Support Services, Inc.                   |
|   |   |                                               |   |
|   |   | By:                                                | /s/  John R. Schwab |
|   |   | Name:                                              | John  R. Schwab |
|   |   | Title:                                             | Chief  Financial Officer, Treasurer and |
|   |   |                                               | Assistant  Secretary |
|   |   |                                               |   |
|   |   |                                               |   |
|   |   | Outsourcing  Solutions, Inc.                  |
|   |   |                                               |   |
|   |   | By:                                                | /s/  John R. Schwab |
|   |   | Name:                                              | John  R. Schwab |
|   |   | Title:                                             | Chief  Financial Officer, Treasurer and |
|   |   |                                               | Assistant  Secretary |

 

----

 
|   |   | PAE  Leasing, LLC                   |
|--------|--------|-------------------------------------|
|   |   |                                |
|   |   | By:                                 | /s/  John R. Schwab |
|   |   | Name:                               | John  R. Schwab |
|   |   | Title:                              | Chief  Financial Officer, Treasurer and |
|   |   |                                | Assistant  Secretary |
|   |   |                                |   |
|   |   |                                |   |
|   |   | Pacific  Software Consulting, LLC   |
|   |   |                                |   |
|   |   | By:                                 | /s/  John R. Schwab |
|   |   | Name:                               | John  R. Schwab |
|   |   | Title:                              | Chief  Financial Officer, Treasurer and |
|   |   |                                | Assistant  Secretary |
|   |   |                                |   |
|   |   |                                |   |
|   |   | Payco  American International Corp. |
|   |   |                                |   |
|   |   | By:                                 | /s/  John R. Schwab |
|   |   | Name:                               | John  R. Schwab |
|   |   | Title:                              | Chief  Financial Officer, Treasurer and |
|   |   |                                | Assistant  Secretary |
|   |   |                                |   |
|   |   |                                |   |
|   |   | Perimeter  Credit, L.L.C.           |
|   |   |                                |   |
|   |   | By:                                 | /s/  John R. Schwab |
|   |   | Name:                               | John  R. Schwab |
|   |   | Title:                              | Chief  Financial Officer, Treasurer and |
|   |   |                                | Assistant  Secretary |
|   |   |                                |   |
|   |   |                                |   |
|   |   | Portfolio  Acquisitions, LLC        |
|   |   |                                |   |
|   |   | By:                                 | /s/  John R. Schwab |
|   |   | Name:                               | John  R. Schwab |
|   |   | Title:                              | Chief  Financial Officer, Treasurer and |
|   |   |                                | Assistant  Secretary |
|   |   |                                |   |
|   |   |                                |   |
|   |   | Professional  Recoveries Inc.       |
|   |   |                                |   |
|   |   | By:                                 | /s/  John R. Schwa |
|   |   | Name:                               | John  R. Schwab |
|   |   | Title:                              | Chief  Financial Officer, Treasurer and |
|   |   |                                | Assistant Secretary |

 

----

 
|   | Qualink, Inc.                                   |
|--------|------------------------------------------------------|
|   |                                                 |
|   | By:                                                  | /s/  John R. Schwab |
|   | Name:                                                | John  R. Schwab |
|   | Title:                                               | Chief  Financial Officer, Treasurer and Assistant Secretary |
|   |                                                 |
|   |                                                 |
|   | Systems &  Services Technologies, Inc. |
|   |                                                 |
|   | By:                                                  | /s/  John R. Schwab |
|   | Name:                                                | John  R. Schwab |
|   | Title:                                               | Chief  Financial Officer, Treasurer and Assistant Secretary |
|   |                                                 |
|   |                                                 |
|   | Tempest  Recovery Services, Inc.                |
|   |                                                 |
|   | By:                                                  | /s/  John R. Schwab |
|   | Name:                                                | John  R. Schwab |
|   | Title:                                               | Chief  Financial Officer, Treasurer and Assistant Secretary |
|   |                                                 |
|   |                                                 |
|   | Transworld  Systems Inc.                             |
|   |                                                 |
|   | By:                                                  | /s/  John R. Schwab |
|   | Name:                                                | John  R. Schwab |
|   | Title:                                               | Chief  Financial Officer, Treasurer and Assistant Secretary |
|   |                                                 |
|   |                                                 |
|   | Union  Settlement Administrator, Inc.           |
|   |                                                 |
|   | By:                                                  | /s/  John R. Schwab |
|   | Name:                                                | John  R. Schwab |
|   | Title:                                               | Chief  Financial Officer, Treasurer and Assistant Secretary |
|   |                                                 |
|   |                                                 |
|   | Union  Settlement Administrator Holdco, Inc.    |
|   |                                                 |
|   | By:                                                  | /s/  John R. Schwab |
|   | Name:                                                | John  R. Schwab |
|   | Title:                                               | Chief  Financial Officer, Treasurer and Assistant Secretary |

 

----

 
|   | University  Accounting Service, LLC         |
|--------|---------------------------------------------|
|   |                                        |
|   | By:                                         | /s/  John R. Schwab |
|   | Name:                                       | John  R. Schwab |
|   | Title:                                      | Chief  Financial Officer, Treasurer and Assistant Secretary |
|   |                                        |
|   |                                        |
|   | AC  Financial Services, Inc.           |
|   |                                        |
|   | By:                                         | /s/  Gail Ball |
|   | Name:                                       | Gail  Ball |
|   | Title:                                      | Vice  President and Treasurer |
|   |                                        |
|   |                                        |
|   | ALW  Financial, Inc.                   |
|   |                                        |
|   | By:                                         | /s/  Gail Ball |
|   | Name:                                       | Gail  Ball |
|   | Title:                                      | Vice  President and Treasurer |
|   |                                        |
|   |                                        |
|   | Compass  International Services Corporation |
|   |                                        |
|   | By:                                         | /s/  John R. Schwab |
|   | Name:                                       | John  R. Schwab |
|   | Title:                                      | Chief  Financial Officer, Executive Vice President, Treasurer and Assistant  Secretary |
|   |                                        |
|   |                                        |
|   | Compass  Teleservices, Inc.            |
|   |                                        |
|   | By:                                         | /s/  John R. Schwab |
|   | Name:                                       | John  R. Schwab |
|   | Title:                                      | Chief  Financial Officer, Executive Vice President, Treasurer and Assistant  Secretary |
|   |                                        |
|   |                                        |
|   | FCA  Funding, Inc.                     |
|   |                                        |
|   | By:                                         | /s/  Gail Ball |
|   | Name:                                       | Gail  Ball |
|   | Title:                                      | Vice  President and Treasurer |

 

----

 
|   | FCA  Leasing, Inc.  |
|--------|--------------------------|
|   |                     |
|   | By:                      | /s/  John R. Schwab |
|   | Name:                    | John  R. Schwab |
|   | Title:                   | Assistant  Secretary |
|   |                     |
|   |                     |
|   | JDR  Holdings, Inc. |
|   |                     |
|   | By:                      | /s/  John R. Schwab |
|   | Name:                    | John  R. Schwab |
|   | Title:                   | Treasurer  and Assistant Secretary |
|   |                     |
|   |                     |
|   | NCOP  X, LLC             |
|   |                     |
|   | By:                      | /s/  Joshua Gindin |
|   | Name:                    | Joshua  Gindin |
|   | Title:                   | Secretary |
|   |                     |
|   |                     |
|   | AssetCare, Inc.     |
|   |                     |
|   | By:                      | /s/  John R. Schwab |
|   | Name:                    | John  R. Schwab |
|   | Title:                   | Chief  Financial Officer and Treasurer |
|   |                     |
|   | NCOP  XI, LLC            |
|   |                     |
|   | By:                      | /s/  Joshua Gindin |
|   | Name:                    | Joshua  Gindin |
|   | Title:                   | Secretary |

 

----

 
|   | **Lenders:** |
|--------|--------------|
|   |         |
|   |         |
|   | LENDER:      |
|   |         |
|   |         |
|   | By:          |   |
|   |         | Name: |
|   |         | Title: |

 

----

 
|   | Acknowledged  and Agreed:       |
|--------|---------------------------------|
|   |                            |
|   | CITIZENS  BANK OF PENNSYLVANIA, |
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |
|   |                            | Title: |

 

[Administrative AgentSignature Page to Third Amendment]

 

[SignaturePage to Third Amendment]

 

----